UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
SYNGENTA
AG
|
(Exact name of registrant as specified in its charter)
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Switzerland
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1-15152
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Not
applicable
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Schwarzwaldallee 215, 4058 Basel, Switzerland
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(Address of principal executive offices and Zip code)
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James Halliwell
+41 61 323 1111
james.halliwell@syngenta.com
Syngenta International AG
P.O. Box
CH-4002 Basel, Switzerland
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(Name and telephone number, including area
code, of the person to contact in connection with this report)
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Check the appropriate box to indicate the
rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
☒
Rule
13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2016
Syngenta
Conflict Minerals – Disclosure
For the Year Ended December 31, 2016
This report for the year ended December
31, 2016 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “
Rule
”). The
Rule was adopted by the Securities and Exchange Commission (“
SEC
”) to implement reporting and disclosure requirements
related to Conflict Minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank
Act”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain Conflict Minerals
which are necessary to the functionality or production of their products.
“
Conflict Minerals
” are
defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten,
and gold (“
3TG
”).
If the registrant can establish that the
Conflict Minerals originated from sources other than the Democratic Republic of the Congo or an adjoining country (the “
Covered
Countries
”), or from recycled and scrap sources, they must submit a Form SD which describes the “
Reasonable
Country of Origin Inquiry
” completed.
If a registrant has reason to believe that
any of the Conflict Minerals in their supply chain may have originated in the Covered Countries, or if they are unable to determine
the country of origin of those Conflict Minerals, then the issuer must exercise due diligence on the Conflict Minerals’ source
and chain of custody. The registrant must annually submit a report, a “
Conflict Minerals Report
” to the SEC
that includes a description of those due diligence measures.
This report has been prepared by the management
of Syngenta (herein referred to as the “
Company
”, “
we
”, “
us
” or “
our
”).
The information includes the activities of all majority-owned subsidiaries and variable interest entities that are required to
be consolidated. It does not include the activities of variable interest entities that are not required to be consolidated.
Syngenta is a leading agriculture company
helping to improve global food security by enabling millions of farmers to make better use of available resources. Through world
class science and innovative crop solutions, our 28,000 people in over 90 countries are working to transform how crops are grown.
We are committed to rescuing land from degradation, enhancing biodiversity and revitalizing rural communities.
Our principle products include:
|
·
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Herbicides, including: ACURON™, CALLISTO
®
and AXIAL
®
|
|
·
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Insecticides, including: ACTELLIC
®
, ACTARA
®
and DURIVO
®
|
|
·
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Fungicides, including: TRIVAPRO™, ADEPIDYN™ and ORONDIS™
brands
|
|
·
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Seed care products – including: FORTENZA
®
, EPIVIO™
and MINECTO
®
|
|
·
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Field crops, vegetables and flower seeds including: ENOGEN
®
,
HYVIDO
®
hybrid barley and AGRIPRO
®
COKER
TM
wheat
|
Clear policies define the principles that
guide all our procurement activities around the world. Our objectives are to ensure that goods and services are acquired under
the best conditions to support our business and that our high standards on corporate responsibility are met. We
set global requirements for suppliers on
health, safety, environment, labor and human rights, and we carry out rigorous assessments to monitor compliance in relation to
our policies.
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3.
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Reasonable Country of Origin Inquiry Process
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Our Reasonable Country of Origin Inquiry
was designed to conform, in all material respects, to the framework in the OECD Due Diligence Guidance for Responsible Supply Chains
of Minerals from Conflict-Affected and High-Risk Areas (OECD Guidance) and the related Supplements for gold and for tin, tantalum
and tungsten.
We do not typically have a direct relationship
with 3TG smelters and refiners and do not perform audits of these entities within our supply chain. We therefore rely on our direct
suppliers to provide information on the origin of the 3TG contained in components and materials supplied to us – including
sources of 3TG that are supplied to them from lower tier suppliers.
It was not practicable to conduct a survey
of all our suppliers and so we believed that a reasonable approach would be to conduct a risk assessment of the suppliers whose
components and products could contain 3TG. We confirmed that this risk-based approach is consistent with how many peer companies
are approaching the Rule.
We sent letters to the relevant suppliers
using the Conflict Free Sourcing Initiative (“
CFSI
”) Reporting Template (the “
Template
”).
The Template contains questions about the origin of Conflict Minerals included in their products.
Following the initial inquiry we confirm
annually whether there are any changes to our suppliers with respect to Conflict Minerals sourcing.
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4.
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Reasonable Country of Origin Inquiry Results
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According to our analysis none of our manufactured
products contains cassiterite, columbite-tantalite, wolframite, tin, tantalum, tungsten or gold.
However, we did find one organotin compound,
fentin hydroxide (triphenyltin hydroxide, Sn(C
6
H
5
)
3
OH), in one formulation of our crop protection
portfolio. Fentin hydroxide is used as a fungicide.
We have only one supplier of fentin hydroxide.
This supplier sources the fentin hydroxide from a toll manufacturer which has confirmed (to the supplier) that all tin-based products
manufactured are produced from tin from conflict free areas. In addition, the toll manufacturer confirmed (to our supplier) that
proper steps have been taken to meet the requirements of the Dodd-Frank Act by documenting the origin of the tin with each purchase
of tin used in the manufacture of tin based products.
As a result of these findings, we have no
reason to believe that any Conflict Minerals in our supply chain have originated from the Covered Countries. Therefore, we are
submitting this Form SD which describes the Reasonable Country of Origin Inquiry completed.
This report is also available on our website,
www.syngenta.com.
We have been taking and plan to continue
to take the following steps to mitigate risks that Conflict Minerals in our products could benefit armed groups in the Covered
Countries.
|
·
|
Include a Conflict Minerals flow-down clause in new or renewed supply agreements where relevant
(e.g. procurement of ingredients).
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·
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Expand the number of suppliers requested to supply information relating to Conflict Minerals.
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·
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Work with the OECD and relevant trade associations to define and improve best practices in the
supply chain in accordance with the OECD Guidance.
|
|
·
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As noted above, confirm any changes to our suppliers with respect to Conflict Mineral sourcing
so that we can conduct appropriate inquiries.
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the duly authorized undersigned.
Syngenta AG
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Syngenta AG
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By:
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/s/ Christoph Mäder
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By:
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/s/ Tobias Meili
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Name: Christoph Mäder
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Name: Tobias Meili
|
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Title: Head Legal & Taxes and Company
Secretary
|
|
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Title: Head Corporate Legal Affairs
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Dated: May 31, 2017
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